U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                 AMENDMENT NO. 1 TO

                                     Form 10-QSB

(Mark One)

[x]  Quarterly Report under Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the quarterly period ended March 31, 2002
--------------------------------------------------------------------------

[ ]  Transition Report under Section 13 or 15(d)of the Exchange Act For the
     Transition Period from ________  to  ___________
--------------------------------------------------------------------------

                     Commission file number: 333-53516

                           MERCADO INDUSTRIES, INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

      Nevada                                                76-0639842
-------------------------------                         ------------------
(State or other jurisdiction of                          (IRS Employer
incorporation  or  organization)                        Identification No.)

    14601 Bellaire Blvd. Suite 338, Houston, TX                   77083
------------------------------------------------------          ---------
    (Address of principal executive offices)                    (Zip Code)

                                 (281) 564-6418
                             ----------------------
                           (Issuer's telephone number)

-------------------------------------------------------------------------

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12
months (or such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                          Yes [ ]     No [X]

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                    PROCEEDING DURING THE PRECEDING FIVE YEARS

Check whether the  Registrant  filed all  documents  and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a court.

                                         Yes [ ]     No [ ]

                APPLICABLE ONLY TO CORPORATE ISSUERS

                                    1

<PAGE>

The Registrant has 20,000,000 Common Stock, authorized, 2,000,000 shares
of Common stock issued and outstanding, par value $0.001 per share as of
March 31, 2002.  Preferred Stock, $0.001 par value per share, 5,000,000
shares authorized, no Preferred Stock issued nor outstanding as of
March 31, 2002.

Traditional Small Business Disclosure Format (check one)

                                        Yes [  ] No [X]


                                       2

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements.................................   4
          Balance Sheet (unaudited)............................   5
          Statements of Operations (unaudited).................   6
          Statements of Cash Flows (unaudited).................   7
          Statement of Shareholders' Equity (unaudited) .......   8
          Notes to Financial Statements........................   9

Item 2.  Management's Discussion and Analysis of Plan
         of Operation..........................................  12


PART II. OTHER INFORMATION

Item 1.   Legal Proceedings....................................  16
Item 2.   Changes in Securities and Use of Proceeds............  16
Item 3.   Defaults upon Senior Securities......................  16
Item 4.   Submission of Matters to a Vote
          of Security Holders..................................  16
Item 5.   Other Information..................................... 16
Item 6.   Exhibits and Reports on Form 8-K...................... 16
Signatures...................................................... 17

                                      3

PART I. FINANCIAL INFORMATION

ITEM 1.  Financial Statements

As prescribed by Item 310 of Regulation S-B, the independent auditor has
reviewed these unaudited interim financial statements of the registrant
for the three months ended March 31, 2002.  The financial statements
reflect all adjustments which are, in the opinion of management, necessary
to a fair statement of the results for the interim period presented.  The
unaudited financial statements of registrant for the three months ended
March 31, 2002, follow.

                                     4
<PAGE>


                           MERCADO INDUSTRIES, INC.
                         (A Development Stage Company)
                                 BALANCE SHEET
                                  (UNAUDITED)

<TABLE>
<CAPTION>

BALANCE SHEET


                                                        March 31,   December 31,
                                                          2002          2001
                                                        ---------   ------------
<S>                                                     <C>         <C>
ASSETS
   Cash and cash equivalents                            $   1,524   $      2,386
                                                        =========   ============


LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
   Accounts payable and accrued expenses                $     85    $        85
   Advances by shareholder                                 1,000          1,000
                                                        ---------   ------------
     Total current liabilities                             1,085          1,085
                                                        ---------   ------------

STOCKHOLDERS' EQUITY
  Preferred stock, $0.001 par value;
    5,000,000 shares authorized,
    -0- shares issued and outstanding                          -              -
  Common stock, $0.001 par value;
    20,000,000 shares authorized,
  2,000,000 shares issued and outstanding                  2,000          2,000
  Additional paid-in capital                               3,750          3,750

  Deficit accumulated during
   the development stage                                  (5,311)        (4,449)
                                                        ---------   ------------
     Total stockholders' equity                              439          1,301
                                                        ---------   ------------

     Total liabilities and stockholders' equity         $  1,524    $     2,386
                                                        =========   ============

</TABLE>

The accompanying notes are an integral part of these financial statements.

                                      5

<PAGE>

                           MERCADO INDUSTRIES, INC.
                         (A Development Stage Company)
                           STATEMENTS OF OPERATIONS
                                  (UNAUDITED)



<TABLE>
<CAPTION>

STATEMENTS OF OPERATIONS
                                                              March 29, 2000
                                        For the Year Ended    (Inception) to
                                              March 31,         March 31,
                                       --------------------  ----------------
                                         2002        2001          2002
                                       ---------  ---------  ----------------
<S>                                    <C>        <C>        <C>
Revenue                                $       -  $       -  $              -

General and administrative expenses          862        237             5,311
                                       ---------  ---------  ----------------

Loss from operations before provision
  for income taxes                           862        237             5,311

Provision for income taxes                     -          -                 -
                                       ---------  ---------  ----------------

Net loss                               $     862  $     237  $          5,311
                                       =========  =========  ================


Net loss per share-basic and diluted   $       -  $       -  $              -
                                       =========  =========  ================

Weighted average number of
  common shares                        2,000,000  2,000,000         2,000,000
                                       =========  =========  ================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       6

<PAGE>

                           MERCADO INDUSTRIES, INC.
                         (A Development Stage Company)
                            STATEMENT OF CASH FLOWS
                                  (UNAUDITED)



<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS

                                                                  March 29, 2000
                                        For the Three Months Ended (inception)to
                                                   March 31,         March 31,
                                              --------------------
                                                2002       2001        2002
                                              ---------  --------- -------------
<S>                                           <C>        <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Loss                                    $   (862)  $   (237) $     (5,311)
  Stock issued for services                          -          -             -
  Increase in accounts payable and accrued
    expenses                                         -          -            85
                                              ---------  --------- -------------

NET CASH USED IN OPERATING ACTIVITIES             (862)      (237)       (5,226)
                                              ---------  --------- -------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Sale of common stock                               -          -         2,000
  Increase in advances by shareholder                -      1,000         1,000
  Funds paid into capital by officer                 -          -         3,750
                                              ---------  --------- -------------

NET CASH PROVIDED BY FINANCING ACTIVITIES            -      1,000         6,750
                                              ---------  --------- -------------

  Increase in cash and cash equivalents           (862)       763         1,524

  Cash and cash equivalents - beginning
    of period                                    2,386        504             -
                                              ---------  --------- -------------

  Cash and cash equivalents - end of period   $  1,524   $  1,267  $      1,524
                                              =========  ========= =============

Supplemental Information:
  Cash payments made for:
    Income taxes                              $       -  $       - $           -
                                              =========  ========= =============
    Interest                                  $       -  $       - $           -
                                              =========  ========= =============
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                      7

<PAGE>

                           MERCADO INDUSTRIES, INC.
                         (A Development Stage Company)
                       STATEMENT OF STOCKHOLDERS' EQUITY



<TABLE>
<CAPTION>

STATEMENT OF STOCKHOLDERS' EQUITY

                                                         Deficit
                                                       Accumulated
                                            Additional During the     Total
                              Common Stock   Paid-In   Development Stockholders'
                          -----------------
                            Shares   Amount  Capital      Stage       Equity
                          ---------  ------ ---------- ----------- -------------
<S>                       <C>        <C>    <C>        <C>         <C>
March 29,2000 (Inception)         -  $    - $        - $         - $          -

Founders Shares           2,000,000   2,000          -           -        2,000

Net Loss                          -       -          -     (1,581)       (1,581)
                          ---------  ------ ---------- ----------- -------------

Balance Dec 31, 2000      2,000,000   2,000          -     (1,581)         (419)

Shareholder Contribution          -       -      3,750           -        3,750

Net Loss                          -       -          -     (2,868)       (2,868)
                          ---------  ------ ---------- ----------- -------------

Balance, Dec 31, 2001     2,000,000   2,000      3,750     (4,449)        1,301

Net Loss                          -       -          -       (862)         (862)
                          ---------  ------ ---------- ----------- -------------

Balance, March 31, 2002   2,000,000  $2,000 $    3,750 $   (8,311) $        439
                          =========  ====== ========== =========== =============

</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       8

<PAGE>

                           MERCADO INDUSTRIES, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2002



 NOTE 1 -   DESCRIPTION  OF  BUSINESS  AND  SUMMARY  OF SIGNIFICANT ACCOUNTING
            POLICIES

            Nature of Operations
            --------------------

            Mercado   Industries,   Inc.   (the  "Company")  is   currently   a
            development-stage company under  the  provisions  of  the Financial
            Accounting   Standards   Board   ("FASB")  Statement  of  Financial
            Accounting Standards ("SFAS") No.  7.  The Company was incorporated
            under the laws of the state of Nevada on March 29, 2000.

            General
            -------

            The accompanying unaudited financial  statements have been prepared
            in accordance with the instructions to  Form 10-QSB and, therefore,
            do  not  include  all  the  information  necessary   for   a   fair
            presentation  of financial position, results of operations and cash
            flows in conformity  with  accounting principles generally accepted
            in the United States of America.

            In the opinion of management, all adjustments (consisting of normal
            recurring accruals) considered  necessary  for  a fair presentation
            have been included.  Operating results for the three  month  period
            ended March 31, 2002, are not necessarily indicative of the results
            that  may  be  expected  for the year ended December 31, 2002.  The
            unaudited  condensed financial  statements  and  footnotes  thereto
            included in  the  Company's  December  31,  2001  annual report are
            included in SEC form 10-KSB.

            Use of Estimates
            ----------------

            The   preparation  of  financial  statements  in  conformity   with
            generally  accepted  accounting  principles  requires management to
            make estimates and assumptions that affect the  reported amounts of
            assets  and  liabilities, and disclosure of contingent  assets  and
            liabilities, at  the  date  of  the  financial  statements  and the
            reported  amounts  of  revenue  and  expenses  during the reporting
            period.  Actual results could differ from those estimates.

            Cash and Cash Equivalents
            -------------------------

            The Company considers all highly liquid investments purchased with
            original   maturities   of  three  months  or  less  to  be   cash
            equivalents.

            Income Taxes
            ------------

            Income taxes are provided  for  based  on  the liability method of
            accounting  pursuant  to  SFAS  No.  109, "Accounting  for  Income
            Taxes."  Deferred income taxes, if any,  are  recorded  to reflect
            the  tax  consequences on future years of differences between  the
            tax bases of  assets and liabilities and their financial reporting
            amounts at each year-end.

                                       9

<PAGE>

                           MERCADO INDUSTRIES, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2002


 NOTE 1 -   DESCRIPTION OF  BUSINESS  AND  SUMMARY  OF  SIGNIFICANT ACCOUNTING
            POLICIES (Continued)

            Earnings Per Share
            ------------------

            The Company calculates earnings per share in  accordance with SFAS
            No.  128,  "Earnings  Per  Share", which requires presentation  of
            basic earnings per share ("BEPS")  and  diluted earnings per share
            ("DEPS").  The computation of BEPS is computed  by dividing income
            available to common stockholders by the weighted average number of
            outstanding common shares during the period.  DEPS gives effect to
            all  dilutive  potential  common  shares  outstanding  during  the
            period.   The  computation  of  DEPS  does not assume  conversion,
            exercise or contingent exercise of securities  that  would have an
            antidilutive  effect  on  earnings.   As  of  March 31, 2002,  the
            Company had no securities that would effect loss per share if they
            were to be dilutive.

            Comprehensive Income
            --------------------

            SFAS  No.  130,  "Reporting  Comprehensive  Income,"   establishes
            standards  for  the reporting and display of comprehensive  income
            and its components  in  the financial statements.  The Company had
            no  items of other comprehensive  income  and  therefore  has  not
            presented a statement of comprehensive income.

NOTE 2 -    INCOME TAXES

            The components  of  the  provision  for income taxes for the period
            from January 1, 2002 to March 31, 2002 are as follows:

             Current Tax Expense
               U.S. Federal                           $           -
               State and Local                                    -
                                                      -------------
             Total Current                                        -
                                                      -------------


             Deferred Tax Expense
               U.S. Federal                                       -
               State and Local                                    -
                                                      -------------
             Total Deferred                                       -
                                                      -------------

             Total Tax Provision (Benefit) from
              Continuing Operations                   $           -
                                                      =============


            The reconciliation of the effective income  tax rate to the Federal
            statutory rate is as follows:

            Federal Income Tax Rate                            34.0%
            Effect of Valuation Allowance                   ( 34.0)%
                                                            --------

            Effective Income Tax Rate                           0.0%
                                                            ========


                                       10

<PAGE>

                           MERCADO INDUSTRIES, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2002



NOTE 2 -    INCOME TAXES (Continued)

            At  March  31,  2002,  the Company had net carryforward  losses  of
            $5,311.   Because  of the  current  uncertainty  of  realizing  the
            benefits of the tax  carryforward,  a  valuation allowance equal to
            the tax benefits for deferred taxes has been established.  The full
            realization  of the tax benefit associated  with  the  carryforward
            depends  predominantly  upon  the  Company's  ability  to  generate
            taxable income during the carryforward period.

            Deferred tax  assets  and liabilities reflect the net tax effect of
            temporary differences between  the  carrying  amount  of assets and
            liabilities for financial reporting purposes and amounts  used  for
            income  tax  purposes.   Significant  components  of  the Company's
            deferred  tax  assets and liabilities as of March 31, 2002  are  as
            follows:

            Deferred Tax Assets
             Loss Carryforwards                           $      1,800

             Less:  Valuation Allowance                        (1,800)
                                                          ------------

             Net Deferred Tax Assets                      $          -
                                                          ============


            Net operating loss carryforwards expire in 2021.

NOTE 3 -    COMMON STOCK

            On March 14, 2000, the Company issued 2,000,000 shares of its $.001
            par value common stock for $2,000.

NOTE 4 -    RELATED PARTY TRANSACTIONS

            The Company neither  owns nor leases any real or personal property.
            The officers/directors  of  the  Company  provide  office and other
            services  without  charge.   Such  costs  are  immaterial   to  the
            financial  statements  and,  accordingly,  have  not been reflected
            therein.    These  individuals  are  involved  in  other   business
            activities and  may,  in  the  future,  become  involved  in  other
            business  opportunities.   If specific business opportunity becomes
            available, such persons may  face  a  conflict in selecting between
            the Company and their other business interest.  The Company has not
            formulated a policy for the resolution of such conflicts.

            A  stockholder has advanced the Company  funds  in  the  amount  of
            $1,000.   These funds were used in operations.  The advance due the
            stockholder bears no interest and is payable upon demand.

            In April 2001,  a  shareholder contributed $3,750 to the Company as
            additional paid-in capital.

                                       11

<PAGE>


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS

Mercado Industries, Inc. is a development stage entity, and has neither
engaged in any operations nor generated any revenues to date.

The Company plans to take advantage of the interest in online travel
Companies by creating an Internet site that is aimed at drawing consumers
who wish to make their own travel arrangements for the lower fares that go
along with self-booked reservations.  This site is linked to an already
operational website called www.mercadoindustries.com that is set up to
facilitate these arrangements.

Mercado plans to offer consumers a simple, usable and complete do-it-
yourself travel site on the Internet.  This proposed on-line travel site
would offer a convenient way to configure and book any air, lodging
and auto rental package to destinations in the U.S.

Mercado's major expense will lie in providing the revenues necessary to
purchase listings with major Internet search engines who will funnel clients
to the Mercado website when those clients request low-cost fares, room rates
and vehicle rentals for travel.  As in the world of print advertising, the
more you pay, the greater the reach; though on the Internet, it is not
column inches you buy with the extra dollars, but prioritized placement of
the Company's website's listing in response to customer requests for
discounted travel providers.

Going Concern - The Company experienced operating losses for the period
ended March 31, 2002.  The financial statements have been prepared
assuming the Company will continue to operate as a going concern which
contemplates the realization of assets and the settlement of
liabilities in the normal course of business.  No adjustment has been
made to the recorded amount of assets or the recorded amount or
classification of liabilities which  would be required if the Company
were unable to continue its operations.  Management believes it has
enough funds to operate for the next twelve (12) months without the
need to raise additional capital to meet its obligations in the normal
course of business.


                                       12

<PAGE>

Loss Per Share - The Company adopted the provisions of Statement
Of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share" that established standards for the computation, presentation
and disclosure of earnings per share ("EPS"), replacing the presentation
of Primary EPS with a presentation of Basic EPS.  It also requires dual
presentation of Basic EPS and Diluted EPS on the face of the income
statement for entities with complex capital structures.  The Company did
not present Diluted EPS since it has a simple capital structure.

The Company has not pursued or explored any opportunities for an
acquisition or merger.  This does not preclude that the Company may not
explore any opportunities in the future.


Results of Operations
---------------------

As a development stage Company, the Company has yet to generate any revenues.
In addition, the Company does not expect to generate any revenues over the
next approximately to twelve (12) to eighteen (18) months.  During quarter
ended March 31, 2002, the Company had no revenues and $862 in general and
administrative expenses.  This compares to a net loss of $237 for the same
period last year.  Since the Company's inception on March 29, 2000 the
Company has lost $5,311.  The Company does not have any material commitments
for capital expenditures.


Plan of Operation
-----------------

Management does believe that the Company will be able to generate some
revenues during the coming year, management does not believe the
company will generate any revenues or profit until it becomes fully
operational.  As developmental and marketing costs will most likely exceed
any anticipated revenues.

As stated earlier in this filing, the Company believes it has enough
monies to sustain itself for the next twelve months, during this
developmental process.

                                     13
<PAGE>

Liquidity and Capital Resources
-------------------------------

The Company is authorized to issue 20,000,000 shares of its $0.001 par
value common stock and 5,000,000 shares of its $0.001 par value preferred
stock.

On March 14, 2000, the Company issued 2,000,000 shares of its $.001 par
value common stock for cash of $2,000.

On January 11, 2001, the Company filed with the U. S. Securities and
Exchange Commission for their review and approval a SB-2 Registration to
further capitalize the Company by offering for sale 3,000,000 shares of
common stock, at a purchase price of $0.025 per share.  The completion
of this offering would further capitalize the Company by $75,000, less
$6,000 in offering costs for a net to the Company of $69,000.  Without
this funding, the Company will be unable to move its business plan further.

To further capitalize the Company's sole shareholder contributed $4,750 to
the Company as additional paid-in capital.


Employee
--------

The Company currently has one employee who is the sole officer and
director of the Company.  This employee has received no compensation
through March 31, 2002.  The Company does not plan to hire any
additional employees until it can become an profitable entity.

The Company has no material commitments for capital expenditures nor
does it foresee the need for such expenditures over the next year.


Market For Company's Common Stock
---------------------------------

The common stock of the Company is currently not traded on the NASDAQ OTC
Bulletin Board or any other formal or national securities exchange.  There
is no trading market for the Company's Common Stock at present and there has
been no trading market to date.

There is currently no Common Stock which is subject to outstanding options
or warrants to purchase, or securities convertible into, the Company's
common stock.


Dividend Policy
---------------

The Company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid since inception.



                                        14
<PAGE>

Forward-Looking Statements
--------------------------

This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended.  All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the
Company expects or anticipates will or may occur in the future, including
such things as future capital expenditures (including the amount and nature
thereof), finding suitable merger or acquisition candidates, expansion and
growth of the Company's business and operations, and other such matters are
forward-looking statements.  These statements are based on certain
assumptions and analyses made by the Company in light of its experience and
its perception of historical trends, current conditions and expected future
developments as well as other factors it believes are appropriate in the
circumstances.  However, whether actual results or developments will conform
with the Company's expectations and predictions is subject to a number of
risks and uncertainties, general economic market and business conditions; the
business opportunities (or lack thereof) that may be presented to and pursued
by the Company; changes in laws or regulation; and other factors, most of
which are beyond the control of the Company.

This Form10-QSB contains statements that constitute "forward-looking
statements."  These forward-looking statements can be identified by the use of
predictive, future-tense or forward-looking terminology, such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar
terms. These statements appear in a number of places in this Registration and
include statements regarding the intent, belief or current expectations of
the Company, its directors or its officers with respect to, among other
things: (i) trends affecting the Company's financial condition or results of
operations for its limited history; (ii) the Company's business and growth
strategies; (iii) the internet and internet commerce; and, (iv) the Company's
financing plans.  Investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve significant
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various
factors.  Factors that could adversely affect actual results and performance
include, among others, the Company's limited operating history, dependence
on continued growth in the use of the internet, the Company's inexperience
with the internet, potential fluctuations in quarterly operating results and
expenses, security risks of transmitting information over the internet,
government regulation, technological change and competition.

Consequently, all of the forward-looking statements made in this Form 10-QSB
are qualified by these cautionary  statements and there can be no assurance
that the actual results or  developments  anticipated by the Company will be
realized or, even if substantially realized, that they will have the expected
consequence to or effects on the Company or its business or operations.  The
Company assumes no obligations to update any such forward-looking statements.


                                      15
<PAGE>


                       PART II OTHER INFORMATION

ITEM 1.  Legal Proceedings

The Company is not a party to any legal proceedings.

ITEM 2.  Changes in Securities and Use of Proceeds

None.

ITEM 3.  Defaults upon Senior Securities

None.

ITEM 4.  Submission of Matters to a Vote of Security Holders

During the quarter ended March 31, 2002, no matters were submitted to
the Company's security holders.

ITEM 5.  Other Information

None.

ITEM 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

  3     Articles of Incorporation & By-Laws

               (a)Articles of Incorporation of the Company filed March
               29, 2000.  Incorporated by reference to the exhibits to
               the Company's General Form For Registration Of Securities
               Of Small Business Issuers on Form SB-2, previously filed
               with the Commission on January 11, 2001.

               (b)By-Laws of the Company adopted March 29, 2000.
               Incorporated by reference to the exhibits to the Company's
               General Form For Registration Of Securities Of Small
               Business Issuers on Form SB-2, previously filed with the
               Commission on January 11, 2001.

  13    Annual or Quarterly Reports

               (a) Form 10-KSB for the year ended December 31, 2000
               and December 31, 2001, incorporated by reference to the
               Company's Annual Report for Small Business Issuers on
               Form 10-KSB, previously filed with the Commission.

               (b) Form 10-QSB for the quarters ended March 31, 2001,
               June 30, 2001 and September 30, 2001, incorporated by
               reference to the Company's Quarterly Report for Small
               Business Issuers on Form 10-QSB, previously filed with
               the Commission.

                                       16

<PAGE>

(b)  Reports filed on Form 8-K

The Company filed a Current Report dated March 18, 2002, pursuant to Item 4
("Changes in Accountants") entitled "Changes in Registrant's Certifying
Account."



                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                       MERCADO INDUSTRIES, INC.
                                       -----------------------
                                           (Registrant)

Date:  May 16, 2002                    By: /s/ Ruth Selmon
                                       -----------------------
                                               Ruth Selmon
                                               President/
                                               principal executive officer/
                                               principal accounting officer
                                               and sole director


                                        17
<PAGE>